On August 5, 2011, Lee Enterprises, Incorporated reported its results for the third fiscal quarter ended June 26, 2011. A copy of the news release is furnished as Exhibit 99.1 to this Form 8-K and information from the news release is hereby incorporated by reference. The information in this report shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

Item 9.01.

Financial Statements and Exhibits
.

(d)

Exhibits

99.1

News Release – third fiscal quarter ended June 26, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Also as previously announced, results were reduced by non-cash charges for impairment of goodwill and other assets, related primarily to the recent decline in Lee's stock price. The charges have no impact on cash flows but reduced reported earnings, resulting in a loss of $3.46 per diluted common share for the quarter and a loss of $3.08 year to date. Excluding the impairment charges, a non-cash curtailment gain and other unusual matters, adjusted earnings per diluted common share
(2)
were
21 cents for the quarter. Reported and adjusted earnings per diluted common share in the same quarter a year ago were
22 cents and
26 cents, respectively.

Mary Junck, chairman and chief executive officer, said: “Lee continues to move forward in the face of a still-unsettled economy that has weighed heavily on advertisers and disrupted many lives in our communities. Our print products continue to reach an overwhelming majority of people in our markets, while the popularity and array of our digital products continues to expand rapidly -- with digital advertising revenue up 22 percent this past quarter, unique visitors up 29 percent and mobile views up 220 percent. We continue to reset our cost structure through reorganization and reinvention of our business model, and we continue to pay down debt rapidly. Meanwhile, we are making good progress in discussions with our lenders toward a meaningful extension of our credit agreement. We have been gratified by their interest and support and look forward to a satisfactory outcome. In short, we believe we are building a strong foundation for the future.”

THIRD QUARTER OPERATING RESULTS

Operating revenue for the quarter totaled
$187.3 million, a decline of
4.6 percent on a reported basis compared with a year ago. Same property revenue, which was impacted by the sale of a small book publishing business in the March quarter, declined 4.2 percent. Combined print and digital advertising revenue decreased
5.6 percent to
$133.0 million, with retail advertising down
4.9 percent, national down
4.9 percent and classified down
7.5 percent. Combined print and digital classified employment revenue increased
4.1 percent, while automotive decreased
3.4 percent, real estate decreased
19.5 percent and other classified decreased
11.1 percent. Digital advertising revenue on a stand-alone basis increased
22.0 percent to
$15.7 million, representing
11.8 percent of total advertising revenue. Digital retail advertising revenue increased
37.5 percent and digital classified advertising decreased
2.8 percent.

Lee's digital sites attracted
21.6 million unique visitors in the month of June 2011, an increase of
29.1 percent from a year ago. Mobile page views in June increased
220 percent to
17.8 million. Circulation revenue decreased
0.4 percent.

Operating expenses, excluding depreciation, amortization and unusual matters, decreased
3.1 percent. Compensation declined
5.0 percent, with the average number of full-time equivalent employees down
4.8 percent. Newsprint and ink expense increased
7.4 percent, a result of higher prices partially offset by a reduction in newsprint volume of
5.7 percent. Other operating expenses decreased
3.0 percent. Despite the increased cost of newsprint, operating expenses, excluding depreciation, amortization and unusual matters, are expected to decrease 4-5 percent in the quarter ending Sept. 25, 2011. Such costs for the 2012 fiscal year are expected to decrease another 1-2 percent from the 2011 level.

1

Operating cash flow decreased
13.3 percent from a year ago to
$40.2 million. Operating cash flow margin
(1)
decreased to
21.4 percent from
23.6 percent a year ago. Including equity in earnings of associated companies, depreciation and amortization, as well as unusual matters in both years, the company recognized an operating loss of
$171.6 million, compared with operating income of
$30.1 million a year ago. Non-operating expenses, primarily interest expense and debt financing costs, increased
$2.2 million, due to increased debt financing costs. Loss attributable to Lee Enterprises, Incorporated for the quarter totaled
$155.5 million, compared with income of
$10.0 million a year ago.

CURTAILMENT GAIN

A $4.0 million pretax non-cash curtailment gain resulted from changes during the quarter to postretirement medical and pension plans for certain retirees. In addition, changes in the plans reduced benefit liabilities by $4.0 million.

IMPAIRMENT CHARGES

Results for the quarter include an estimate of non-cash impairment charges to earnings. The charges, which are preliminarily estimated to total $199 million before income taxes, and $162 million after tax, reduce the book value of goodwill, mastheads and the value of TNI Partners. The charges have no effect on cash flows, but reduce reported earnings per common share, resulting in a loss for the quarter and year to date periods. The impairment testing is being performed in accordance with generally accepted accounting principles, which, among other factors, requires consideration of differences between current book value and the fair value of all of the company's assets, including current market capitalization.

Because of the complex nature of the calculations involved, final amounts have not yet been determined. Definitive amounts will be included in financial statements to be filed with the Securities and Exchange Commission in the company's Annual Report on Form 10-K for the year ending Sept. 25, 2011.

ADJUSTED EARNINGS AND EPS FOR THE QUARTER

Unusual matters affecting year-over-year comparisons include charges for impairment of goodwill and a curtailment gain in the current quarter. The following table summarizes the impact from unusual matters on income (loss) attributable to Lee Enterprises, Incorporated and earnings (loss) per diluted common share. Per share amounts may not add due to rounding.

13 Weeks Ended

June 26

June 27

2011

2010

(Thousands of Dollars, Except Per Share Data)

Amount

Per Share

Amount

Per Share

Income (loss) attributable to Lee Enterprises, Incorporated, as reported

Operating cash flow decreased
6.8 percent from a year ago to
$123.7 million. Operating cash flow margin
(1)
decreased to
21.6 percent from
22.4 percent a year ago. Including equity in earnings of associated companies, depreciation and amortization, as well as unusual matters in both years, the company recognized an operating loss of
$108.3 million, compared with operating income of
$124.6 million a year ago. Non-operating expenses, primarily interest expense and debt financing costs, declined
$6.0 million, due to lower debt balances, partially offset by higher debt financing costs. Loss attributable to Lee Enterprises, Incorporated totaled
$138.0 million, compared with income of
$40.9 million a year ago.

ADJUSTED EARNINGS AND EPS FOR YEAR TO DATE

Unusual matters affecting year-over-year comparisons include charges for impairment of goodwill and other assets and curtailment gains in both years. The following table summarizes the impact from unusual matters on income (loss) attributable to Lee Enterprises, Incorporated and earnings (loss) per diluted common share. Per share amounts may not add due to rounding.

39 Weeks Ended

June 26

June 27

2011

2010

(Thousands of Dollars, Except Per Share Data)

Amount

Per Share

Amount

Per Share

Income (loss) attributable to Lee Enterprises, Incorporated, as reported

(138,048

)

(3.08

)

40,916

0.91

Adjustments:

Curtailment gains

(16,137

)

(45,012

)

Impairment of goodwill and other assets, including TNI Partners

199,325

3,290

Debt financing costs

9,913

5,964

Other, net

3,038

1,493

196,139

(34,265

)

Income tax adjustment related to health care legislation

—

2,012

Income tax effect of adjustments, net, and other unusual tax matters

(35,331

)

16,175

160,808

3.59

(16,078

)

(0.36

)

Income attributable to Lee Enterprises, Incorporated, as adjusted

22,760

0.51

24,838

0.55

3

DEBT AND FREE CASH FLOW
(3)

Debt was reduced $21.5 million in the quarter and $77.3 million year to date. Debt, net of changes in cash, has been reduced $102 million in the last 12 months.

Carl Schmidt, vice president, chief financial officer and treasurer, said Lee remains in compliance with financial covenants and expects to continue repaying debt primarily with ongoing cash flow. Liquidity
(4)
at the end of the quarter totaled
$118.6 million.

Free cash flow totaled
$22.5 million for the quarter, compared with
$32.1 million a year ago. Debt financing costs adversely impacted free cash flow in the current year quarter. Free cash flow in the last 12 months totaled
$94.5 million.

ABOUT LEE

Lee Enterprises is the leading provider of local news and information, and a major platform for advertising, in the markets it serves, with 49 daily newspapers and a joint interest in four others, rapidly growing digital products and nearly 300 specialty publications in 23 states. Lee's newspapers have circulation of 1.4 million daily and 1.7 million Sunday, reaching nearly four million readers in print alone. Lee's digital sites attracted 22 million unique visitors in June 2011. Lee's markets include St. Louis, Mo.; Lincoln, Neb.; Madison, Wis.; Davenport, Iowa; Billings, Mont.; Bloomington, Ill.; and Tucson, Ariz. Lee Common Stock is traded on the New York Stock Exchange under the symbol LEE. For more information about Lee, please visit
www.lee.net
.

FORWARD-LOOKING STATEMENTS — The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This report contains information that may be deemed forward-looking that is based largely on our current expectations, and is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those anticipated. Among such risks, trends and other uncertainties, which in some instances are beyond our control, are our ability to generate cash flows and maintain liquidity sufficient to service our debt, comply with or obtain amendments or waivers of the financial covenants contained in our credit facilities, if necessary, and to refinance our debt as it comes due. Other risks and uncertainties include the impact and duration of continuing adverse economic conditions, changes in advertising demand, potential changes in newsprint and other commodity prices, energy costs, interest rates, availability of credit, labor costs, legislative and regulatory rulings, difficulties in achieving planned expense reductions, maintaining employee and customer relationships, increased capital costs, competition and other risks detailed from time to time in our publicly filed documents. Any statements that are not statements of historical fact (including statements containing the words “may”, “will”, “would”, “could”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “project”, “consider” and similar expressions) generally should be considered forward-looking statements. Readers are cautioned not to place undue reliance on such forward-looking statements, which are made as of the date of this report. We do not undertake to publicly update or revise our forward-looking statements.

Contact:
dan.hayes@lee.net
, (563) 383-2100

4

LEE ENTERPRISES, INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

13 Weeks Ended

39 Weeks Ended

(Thousands of Dollars and Shares, Except Per Share Data)

June 26 2011

June 27 2010

Percent Change

June 26 2011

June 27 2010

Percent Change

Advertising revenue:

Retail

73,678

79,886

(7.8

)

232,680

248,200

(6.3

)

Classified:

Daily newspapers:

Employment

6,026

5,775

4.3

16,883

15,674

7.7

Automotive

5,979

6,545

(8.7

)

17,671

18,830

(6.2

)

Real estate

4,599

5,754

(20.1

)

13,989

17,888

(21.8

)

All other

11,218

12,560

(10.7

)

32,429

34,250

(5.3

)

Other publications

6,450

7,267

(11.2

)

19,181

20,516

(6.5

)

Total classified

34,272

37,901

(9.6

)

100,153

107,158

(6.5

)

Digital

15,696

12,863

22.0

44,658

34,824

28.2

National

6,261

7,198

(13.0

)

22,022

26,577

(17.1

)

Niche publications

3,088

2,965

4.1

9,301

9,016

3.2

Total advertising revenue

132,995

140,813

(5.6

)

408,814

425,775

(4.0

)

Circulation

44,875

45,072

(0.4

)

135,173

135,205

—

Commercial printing

3,055

3,275

(6.7

)

8,998

8,901

1.1

Digital services and other

6,381

7,245

(11.9

)

20,714

22,106

(6.3

)

Total operating revenue

187,306

196,405

(4.6

)

573,699

591,987

(3.1

)

Operating expenses:

Compensation

74,458

78,372

(5.0

)

229,008

239,806

(4.5

)

Newsprint and ink

14,632

13,618

7.4

45,156

39,373

14.7

Other operating expenses

55,969

57,686

(3.0

)

173,114

178,954

(3.3

)

Workforce adjustments

2,086

395

NM

2,721

1,082

NM

147,145

150,071

(1.9

)

449,999

459,215

(2.0

)

Operating cash flow

40,161

46,334

(13.3

)

123,700

132,772

(6.8

)

Depreciation

6,559

6,844

(4.2

)

20,376

21,378

(4.7

)

Amortization

11,047

11,307

(2.3

)

33,531

33,935

(1.2

)

Impairment of goodwill and other assets

187,325

—

NM

187,325

3,290

NM

Curtailment gains

3,974

—

NM

16,137

45,012

(64.1

)

Equity in earnings of associated companies

1,225

1,934

(36.7

)

5,078

5,401

(6.0

)

Reduction in investment in TNI Partners

12,000

—

NM

12,000

—

NM

Operating income (loss)

(171,571

)

30,117

NM

(108,317

)

124,582

NM

5

CONSOLIDATED STATEMENTS OF OPERATIONS, continued

13 Weeks Ended

39 Weeks Ended

(Thousands of Dollars and Shares, Except Per Share Data)

June 26 2011

June 27 2010

Percent Change

June 26 2011

June 27 2010

Percent Change

Non-operating income (expense):

Financial income

102

63

61.9

179

262

(31.7

)

Financial expense

(13,223

)

(14,354

)

(7.9

)

(39,800

)

(49,802

)

(20.1

)

Debt financing costs

(6,053

)

(1,997

)

NM

(9,913

)

(5,964

)

66.2

Other, net

668

—

NM

(16

)

—

NM

(18,506

)

(16,288

)

13.6

(49,550

)

(55,504

)

(10.7

)

Income (loss) before income taxes

(190,077

)

13,829

NM

(157,867

)

69,078

NM

Income tax expense (benefit)

(34,637

)

3,790

NM

(19,955

)

28,099

NM

Net income (loss)

(155,440

)

10,039

NM

(137,912

)

40,979

NM

Net income attributable to non-controlling interests

(77

)

(20

)

NM

(136

)

(63

)

NM

Income (loss) attributable to Lee Enterprises, Incorporated

(155,517

)

10,019

NM

(138,048

)

40,916

NM

Earnings (loss) per common share:

Basic

(3.46

)

0.22

NM

(3.08

)

0.92

NM

Diluted

(3.46

)

0.22

NM

(3.08

)

0.91

NM

Average common shares:

Basic

44,897

44,564

44,810

44,552

Diluted

44,897

45,041

44,810

44,859

FREE CASH FLOW

13 Weeks Ended

39 Weeks Ended

52 Weeks Ended

(Thousands of Dollars)

June 26 2011

June 27 2010

June 26 2011

June 27 2010

June 26 2011

Operating income (loss)

(171,571

)

30,117

(108,317

)

124,582

(85,707

)

Depreciation and amortization

17,909

18,455

54,818

56,165

72,988

Impairment of goodwill and other assets

187,325

—

187,325

3,290

187,325

Curtailment gains

(3,974

)

—

(16,137

)

(45,012

)

(16,137

)

Reduction of investment in TNI

12,000

—

12,000

—

12,000

Stock compensation

253

424

1,024

1,572

1,429

Cash interest expense

(13,359

)

(14,509

)

(40,210

)

(50,268

)

(53,680

)

Debt financing costs paid

(4,180

)

—

(4,294

)

—

(4,847

)

Financial income

102

63

179

262

328

Cash income tax benefit (paid)

(568

)

(569

)

(7,739

)

765

(12,257

)

Non-controlling interests

(77

)

(20

)

(136

)

(63

)

(146

)

Capital expenditures

(1,400

)

(1,895

)

(3,641

)

(6,691

)

(6,784

)

Total

22,460

32,066

74,872

84,602

94,512

6

SELECTED COMBINED PRINT AND DIGITAL ADVERTISING REVENUE

13 Weeks Ended

39 Weeks Ended

(Thousands of Dollars)

June 26 2011

June 27 2010

Percent Change

June 26 2011

June 27 2010

Percent Change

Retail

80,262

84,387

(4.9

)

250,026

259,512

(3.7

)

Classified:

Employment

9,994

9,600

4.1

27,843

25,901

7.5

Automotive

10,391

10,759

(3.4

)

31,533

31,128

1.3

Real estate

6,216

7,721

(19.5

)

18,847

23,892

(21.1

)

Other

15,753

17,712

(11.1

)

45,866

48,556

(5.5

)

Total classified

42,354

45,792

(7.5

)

124,089

129,477

(4.2

)

National

7,290

7,668

(4.9

)

25,397

27,771

(8.5

)

REVENUE BY REGION

13 Weeks Ended

39 Weeks Ended

(Thousands of Dollars)

June 26 2011

June 27 2010

Percent Change

June 26 2011

June 27 2010

Percent Change

Midwest

113,703

117,940

(3.6

)

345,906

354,208

(2.3

)

Mountain West

36,654

38,353

(4.4

)

109,422

112,695

(2.9

)

West

20,969

23,396

(10.4

)

65,117

70,787

(8.0

)

East/Other

15,980

16,716

(4.4

)

53,254

54,297

(1.9

)

Total

187,306

196,405

(4.6

)

573,699

591,987

(3.1

)

DAILY NEWSPAPER ADVERTISING VOLUME

13 Weeks Ended

39 Weeks Ended

(Thousands of Inches)

June 26 2011

June 27 2010

Percent Change

June 26 2011

June 27 2010

Percent Change

Retail

2,601

2,587

0.6

7,858

7,827

0.4

Classified

2,787

2,917

(4.5

)

8,087

8,180

(1.1

)

National

98

109

(10.5

)

307

380

(19.2

)

Total

5,486

5,613

(2.3

)

16,252

16,387

(0.8

)

SELECTED BALANCE SHEET INFORMATION

(Thousands of Dollars)

June 26 2011

June 27 2010

Cash

23,924

15,177

Restricted cash and investments

4,972

9,448

Debt
(Principal Amount)

1,004,260

1,102,005

7

SELECTED STATISTICAL INFORMATION

13 Weeks Ended

39 Weeks Ended

June 26 2011

June 27 2010

Percent Change

June 26 2011

June 27 2010

Percent Change

Capital expenditures
(Thousands of Dollars)

1,400

1,895

(26.1

)

3,641

6,691

(45.6

)

Newsprint volume
(Tonnes)

21,123

22,400

(5.7

)

65,134

67,974

(4.2

)

Average full-time equivalent employees

5,816

6,106

(4.8

)

5,943

6,184

(3.9

)

NOTES
:

(1)

Operating cash flow, which is defined as operating income before depreciation, amortization, impairment charges, curtailment gains, and equity in earnings of associated companies, and operating cash flow margin (operating cash flow divided by operating revenue) are non-GAAP (Generally Accepted Accounting Principles) financial measures. Reconciliations of operating cash flow to operating income, the most directly comparable GAAP measure, are included in a table accompanying this release.

No non-GAAP financial measure should be considered as a substitute for any related GAAP financial measure. However, the company believes the use of non-GAAP financial measures provides meaningful supplemental information with which to evaluate its financial performance, or assist in forecasting and analyzing future periods. The company also believes such non-GAAP financial measures are alternative indicators of performance used by investors, lenders, rating agencies and financial analysts to estimate the value of a publishing business and its ability to meet debt service requirements.

(2)

Adjusted net income (loss) and adjusted earnings (loss) per common share, which are defined as income (loss) attributable to Lee Enterprises, Incorporated, and earnings (loss) per common share adjusted to exclude both unusual matters and those of a substantially non-recurring nature, are non-GAAP financial measures. See (1) above. Reconciliations of adjusted net income (loss) and adjusted earnings (loss) per common share to income (loss) attributable to Lee Enterprises, Incorporated, and earnings (loss) per common share are included in tables accompanying this release.

(3)

Free cash flow, which is defined as operating income, plus depreciation and amortization, impairment charges, stock compensation, financial income and cash income tax benefit, minus curtailment gains, financial expense (exclusive of non-cash amortization and accretion), cash income taxes, capital expenditures and minority interest, is a non-GAAP financial measure. See (1) above. Reconciliations of free cash flow to operating income, the most directly comparable GAAP measure, are included in a table accompanying this release. Changes in working capital are excluded.

(4)

Liquidity is defined as the sum of cash, restricted cash and revolving credit facility availability.

(5)

Certain amounts as previously reported have been reclassified to conform with the current period presentation. The prior period has been adjusted for comparative purposes, and the reclassifications have no impact on earnings.